AMERICAN CAPITAL EMERGING GROWTH FUND INC
497, 1995-11-02
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                          VAN KAMPEN AMERICAN CAPITAL
                              EMERGING GROWTH FUND
                   SUPPLEMENT DATED NOVEMBER 2, 1995, TO THE
           STATEMENT OF ADDITIONAL INFORMATION DATED AUGUST 7, 1995.
 
The section of the Statement of Additional Information captioned "Fund
Performance" is hereby supplemented as follows:
 
     The Fund invests in small and mid-sized companies which the Adviser expects
     to have rising earnings estimates, accelerating growth rates in both
     revenues and per-share earnings and rising profit margins. Emerging growth
     funds may be an important component of a diversified portfolio. In
     addition, the Fund attempts to remain fully invested and diversified across
     many industries to attempt to achieve consistent performance.
 
     Since the Fund's commencement of investment operations on October 2, 1970,
     the world has experienced a number of significant political and economic
     events. For example, in 1971, there were wage and price freezes to attempt
     to control inflation. In 1973 the dollar was devalued and the OPEC oil
     embargo was in effect. 1976 saw sweeping tax law changes, and in 1979 the
     CPI rose over 13%, it's largest rise in 33 years. In 1982, the country was
     in a recession, in 1985 the U.S. deficit became the largest in the world
     and the U.S. was now a debtor nation. 1987 saw the stock market crash. The
     Persian Gulf War began in 1991, and the Dow Jones Industrial Average hit a
     record high of 4000 in 1995.
 
     From time to time marketing materials may provide a portfolio manager
     update on the Fund or discuss general economic conditions. The top 10
     holdings of the Fund may also be listed in marketing pieces.


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